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Sunday Surfing 02/10/16

A head full of readings from our recent new moon made me pause on an article about the European Space Agency and it’s Rosetta that got so explicit about the craft’s final moments. geek.com reports that ‘Rosetta executed its final maneuver at 2200GMT on September 29th, sending it down to the surface. 14 hours later, it made contact with the comet and the signal was lost. The ESA calculated that Rosetta was probably moving at roughly 2 miles per hour when it hit…The history-making probe now rests on a smooth patch of ground in the Ma’at region of 67P. It’s gone, but not forgotten.’ The ESA had two choices, evidently: 1. Let the small and fragile craft sail on into space-time or 2. Execute it’s deposit. Other reports that I read relayed that the ‘smooth patch of ground’ is actually surrounded by ravine-like walls that regularly spew gases and dust and the ESA wanted some of that content on Rosetta’s way down. I imagine that smooth patch is composed of ongoing sediment build-up.

I realize that not everyone thinks like me (ha!) but darned if that didn’t sound like a galactic –scaled seed planting to me, whether it crossed their minds or not. I decided to check if astrowiki had an inception chart for the European Space Agency and it does… but its not a very good one because it lacks a time. Still, we’ll take what we can get and it isn’t really so crucial for this type of fun. The ESA data puts the new moon in Libra in conjunction to ESA’s Pluto rx, opposite it’s Mars in Aries, trine a Gemini Sun, and sextile Neptune rx in Sag. All of these aspects are tight. I find that interesting.

Bayer Buys Monsanto

Well, this story could occupy a professional journalist full time so I am only going to put a primer out here at this point, mostly courtesy of Bayer as a matter of fact, and some of my thoughts. When I first heard about this I was so sad. My childhood-based idea of Bayer is all about aspirin = pain relief. ’nuff said! But seriously, that is really it. I’ve never used pharmaceuticals otherwise, except for antibiotics less than a handful of times. All I know about Monsanto is ‘seeds are intellectual property’ (huh? oh, like corporations are people, right?) and youtube is filled with farmers swearing that by the second year, all the crops succumb to one problem or another and they have no money left to buy more seeds, let alone survive; we do not know the long-term repercussions of gene or trait manipulation in seeds. In other words, I am not really qualified to critique but I am super skiddish, to say the least, of Monsanto and can only say, in my weak defense, that I have simply never thought of Bayer specifically when fuming about pharmaceutical companies. Further, it seems that Bayer has quite the reputation for cruising below radar.

Not.any.more.

First clue that this is stellar news is a specific website Bayer has put up about it’s buy-out that starts the reader off in a section called, ‘Social Disclaimer’ wherein they list all the reasons why we shouldn’t take this as a done deal. Included in the list is ‘the impact of indebtedness incurred by Bayer in connection with the transaction and the potential impact on the rating of indebtedness of Bayer; the effects of the business combination of Bayer and Monsanto, including the combined company’s future financial condition, operating results, strategy and plans’.

So, show me the money, baby.

Cyclical Upswing

And then you arrive at the rather dreamy section entitled, Compelling Strategic Rationale, and read that

Pro forma sales of the combined business amounted to EUR 23 billion in calendar year 2015. In combining Bayer and Monsanto, we are well positioned to benefit from a cyclical upswing in the Ag market and we expect to create substantial value for our shareholders. For Bayer shareholders, we expect the transaction to provide accretion to core EPS (earnings per share) in the first full year after closing and a double-digit percentage accretion in the third full year. We have confirmed sales and cost synergies assumptions in due diligence and expect annual EBITDA contributions from total synergies of approximately USD 1.5 billion after year three, plus additional synergies from integrated solutions in future years.

Farmers will benefit from a range of new, superior solutions aimed at helping to advance the next generation of farming and to address some of society’s most pressing challenges:

Integrated product portfolio across crops and indications with a comprehensive offering of Seed and Crop Protection products;

Creation of a leading platform in Digital Farming; and

Leading innovation capabilities and R&D technology platforms, with an annual pro-forma R&D budget of approximately EUR 2.5 billion.

First thing to note here, from what I understand of Digital Farming, this is really a logical and super helpful application of technology. I will look into this more. Otherwise…

More ‘show me the money, baby’ In other words, you should be so fortunate as to be well positioned for an upcoming agricultural upswing which, i guess, means hungry people..? If you, who don’t worry about your next meal, can afford to buy the stock, you should. Just double check the fine print:

Bayer intends to finance the transaction with a combination of debt and equity. The equity component of approximately USD 19 billion is expected to be raised through an issuance of mandatory convertible bonds and through a rights issue with subscription rights. Bridge financing for USD 57 billion is committed by BofA, Merrill Lynch, Credit Suisse, Goldman Sachs, HSBC and JP Morgan.

(Cash doesn’t actually mean cash, silly!)

Creating Value for All is defined thus: ‘The combined agriculture business will have its global Seeds & Traits and North American commercial headquarters in St. Louis, Missouri, its global Crop Protection and divisional Crop Science headquarters in Monheim, Germany, and an important presence in Durham, North Carolina, as well as many other locations throughout the U.S. and around the world. The Digital Farming activities for the combined business will be based in San Francisco, California.’ After all, writes Bayer on it’s own behalf, ‘We can build on an extensive track record of integrating a diverse range of international businesses…Since 2005, we have acquired and successfully integrated a number of multi-billion Euro businesses.’

Seed makers, having laid off thousands of employees and mothballed some research projects, regard mergers as a way to cut costs while more deeply integrating the development of new seeds and chemicals.

Dow Chemical Co. and DuPont Co. are pursuing a merger, and Swiss pesticide giant Syngenta AG agreed in February to a $43 billion takeover by China National Chemical Corp., a state-owned company that sells generic agricultural chemicals.

So it’s not an isolated event, it’s just the biggest in a global bunch. Now the phenomenon has our attention and the proverbial oxygen is being sucked up into this FEAR that we must FIND some way to feed 3 or so billion more people in the coming decades. Like our own little household doesn’t overwhelm us as it is, sometimes.

A commenter on the WSJ article put out some excellent points: since EU and German public policy is to ban GMO agricultural products, how does Bayer, a German corporation, justify buying a corporation whose main line of business is GMO? And the press releases say there is very little overlap, but Bayer makes pesticides, and Monsanto’s gene modifications enable lower pesticide use, so how are the two businesses not competing with each other?

I don’t have anything else to offer on this issue at the moment so while the lawyers are frantically greasing wheels, lets focus on what we do have some control over and that is our own microcosm, our own life philosophy and some wisdom from Nassim Taleb of Black Swan fame…

On Antifragility

There is a reason the elephant is the biggest land creature nature has designed. This was the biggest that could afford to be built: if there is a scarcity of water, the elephant must ‘pay up’ far more than the mouse and will suffer far sooner.

I am regional, not national, in orientation.

The only way you can understand life is if you have something at risk.

When the bridge collapses, you don’t call the owner of the last truck that managed to cross the bridge, you call the engineer of the bridge.

Specialty causes you to be a lot more fragile…you are less robust to changes in your environment…organically things develop in a way to become more robust…